Pricing Term Sheet
Filed Pursuant to Rule 433(d)
Registration Statement No. 333-145083
December 8, 2008
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| Issuer: | | Wisconsin Electric Power Company |
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| Security: | | 6.25% Debentures due December 1, 2015 |
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| Principal Amount: | | $250,000,000 |
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| Maturity: | | December 1, 2015 |
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| Coupon: | | 6.25% |
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| Initial Price to Public: | | 99.941% per Debenture |
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| Yield to Maturity: | | 6.261% |
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| Spread to Benchmark Treasury: | | +425 bp |
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| Benchmark Treasury: | | 4.50% due November 15, 2015 |
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| Benchmark Treasury Yield: | | 2.011% |
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| Interest Payment Dates: | | June 1 and December 1, commencing June 1, 2009 |
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| Redemption Provisions: | | The debentures will be redeemable as a whole at any time, or in part from time to time, at our option, at a redemption price equal to the greater of (a) 100% of the principal amount of the debentures being redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued interest to the redemption date. |
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| Expected Settlement: | | T+3; December 11, 2008 |
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| Ratings* | | A1/A-/A+ (Moody’s/S&P/Fitch) |
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| CUSIP: | | 976656 CB2 |
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| Joint Book-Running Managers: | | Banc of America Securities LLC |
| | | Goldman, Sachs & Co. |
| | | Morgan Stanley & Co. Incorporated |
| | | SunTrust Robinson Humphrey, Inc. |
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| * | | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll-free at 1-800-294-1322, Goldman, Sachs & Co. toll-free at 1-866-471-2526, Morgan Stanley & Co. Incorporated toll-free at 1-866-718-1649 or SunTrust Robinson Humphrey, Inc. toll-free at 1-800-685-4786.
